Buyers pay for certainty. Every loose end they find is either a reason to walk away or a reason to lower their offer. The goal of the 12 months before a sale is simple: make your business easy to buy. That means cleaning up the legal paperwork so a stranger's lawyer can look under the hood and find nothing alarming
Start with your corporate records. Your minute book which is the binder (physical or digital) that tracks shareholder meetings, director resolutions, and share issuances needs to be current and accurate. Buyers will review it closely. Gaps or inconsistencies create doubt about who actually owns what, and that doubt is expensive.
Next, look at your contracts. Collect every agreement that keeps the business running: leases, supplier deals, customer contracts, software licences. Check whether any of them include a change-of-control clause, which is a provision that lets the other party cancel or renegotiate if ownership changes. A lease that terminates automatically on a sale can kill a deal that was otherwise solid.
Then turn to your people. If key employees don't have written employment agreements, a buyer has no way to know whether those people will stick around after closing. Non-solicitation and confidentiality clauses matter here too. Buyers want assurance that your team and your client relationships don't walk out the door post-sale.
Finally, check your intellectual property. If your business runs on a brand, software, or proprietary process, confirm your company actually owns it. Not a founder personally, not an old contractor who built it under a fuzzy arrangement.
Your move. Twelve months out, ask a lawyer to do a legal health check on your business (sometimes called a pre-sale legal audit). It's a fraction of the cost of a deal falling apart or being renegotiated at the finish line. Identify the gaps early, fix them methodically, and arrive at the table with a clean story to tell.
The best time to prepare for a sale is before anyone knows you're selling.
General information, not legal advice. Talk to a lawyer about your specific situation.
Your move. If you have more than one shareholder and no agreement, treat it as your next priority — ahead of the logo, ahead of the website. Sketch out what you’d each want to happen in the four scenarios above (exit, sale, deadlock, death/disability), then have a lawyer turn it into an enforceable document. Expect it to cost less than a single month of the dispute it prevents.
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